CROMWELL PROPERTY GROUP — Major Shareholding Notification 2019

Oct 16, 2019

Arnold Bloch Leibler

Lawyers and Advisers

Facsimile

Company	ASX
Fax No.	1300 135 638

Scott Phillips From Date 17 October 2019 Subject Form 604

Total pages 7 Our Ref VZD SRP File No. 021908117

Contact Vidushee Deora Direct 61 2 9226 7220 Facsimile 61 2 9226 7120 vdeora@abl.com.au

Partner Scott Phillips Direct 61 2 9226 7253 sphillips@abl.com.au

Level 24 Chifley Tower 2 Chifley Souare Sydney
NSW 2000 Australia

www.abl.com.au

Telephone 61 2 9226 7100 Facsimile 61 2 9226 7120

MELROURNE SYDNEY

Notice of Change of Substantial Holding

On behalf of ARA Real Estate Investors XXI Pte Ltd (ARA) we enclose a copy of a Form 604 - Notice of change of interests of substantial holder.

Yours sincerely Arnold Bloch Leibler

Tilli

Scott Phillips Partner

if you do not receive this message in full, please notify by telephoning
61 3 9229 9999.

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Thank you.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	(Trust)	Cromwell Corporation Limited ABN 44 001 056 980 (Company) and Cromwell Property Securities Limited ABN 11 079 147 809 as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598
ACN/ARSN	See above
Details of substantial holder(1) 1.
Name	This notice is given by ARA Real Estate Investors XXI Pte. Ltd. (a company incorporated in Singapore with company number 201804967C) (ARA) on its own behalf and on behalf of its controlling entities and persons listed in section 4 helow
ACN/ARSN (if applicable)	NA.
There was a change in the interests of the substantial holder on		See Section 3
The previous notice was given to the company on		04/07/2019
The previous notice was dated		02/07/2019

$\overline{2}$ Previous and present voting power

The total number of votes attached to all the voting shares in the company o7r voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
One ordinary share in the Company stapled to a unit in the Trust (stapled securities)	462,606,816	18.05%	510.905.806	19.683% (based) on 2,595,648,715 Stapled Securities issue on 17 on. October 2019)

$3.$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(AS)$ (7)	Class and number of securities affected	Person's votes affected
$22$ -Jul-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition οf stapled securities	1.308.233	1,117,670	1,117,670
$23 - In1-19$	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	3.128.367	2,669.255	2.669.255

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (A\$) (7)	Class and number of securities affected	Person's votes affected
24-Jul-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	3,500,161	2,941,065	2,941,065
25-Jul-19	ARA as registered and holder all persons listed in schedule 4	Market acquisition οf stapled securities	2,201,854	1,842,864	1,842,864
26-Jul-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition οf stapled securities	2.300,121	1,929,146	1,929,146
29-Jul-19	ARA as registered and holder all persons listed in schedule 4	Market acquisition οf stapled securities	3.599.010	3,018,038	3,018,038
30-Jul-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	1,181,222	988,222	988.222
31-Jul 19	ARA as registered holder and all persons listed in schedule 4	Dilution due to issue of stapled securities under Cromwell's Security Purchase Plan (SPP)	N/A	N/A	N/A
21-Aug-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	221,246	183,988	183,988
22-Aug-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	392,087	325,437	325,437
23-Aug-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition οf stapled securities	338,657	281,043	281,043
23-Aug-19	ARA as registered holder and all persons listed in schedule 4	Dilution due to issue of stapled securities under Cromwell's distribution reinvestment plan (DRP)	N/A	N/A	N/A
26-Aug-19	ARA as registered and holder all persons listed in schedule 4	Market acquisition stapled οf securities	52,845	43,855	43,855
29-Aug-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition stapled of securities	29,550	24,472	24,472
11-Sep-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition оf stapled securities	3,243,926	2,641,203	2,641,203
$12-Sep-19$	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	623,050	500,000	500,000
27-Sep-19	ARA as registered holder and all	Market acquisition of stapled securities	24,633	19,550	19,550

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (A\$) (7)	Class and number of securities affected	Person's votes affected
	persons listed in schedule 4
30-Sep-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition $\sigma$ f stapled securities	151.743	120,450	120.450
03-Oct-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition $\alpha$ f stapled securities	2.315.142	1,860,000	1,860,000
$10$ -Oct- $19$	ARA as registered and holder all persons listed in schedule 4	Market acquisition of stapled securities	2,290,500	1,800,000	1,800,000
$11-Oct-19$	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	10,115,200	8,000,000	8,000,000
$15$ -Oct- $19$	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	8.826.810	6,954,077	6,954,077
$16$ -Oct- $19$	ARA as registered holder and all persons listed in schedule 4	Market acquisition of stapled securities	5.517.976	4,266,916	4,266,916
17-Oct-19	ARA as registered holder and all persons listed in schedule 4	Market acquisition $\alpha$ stapled securities	8.800,552	6,771,739	6,771,739

$\overline{4}$ . Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder $(8)$	Nature of relevant interest (6)	Class and number of securities	Person's votes
ARA	ARA	ARA	Registered holder of securities	Ordinary stapled securities	510,905,806
ARA RE Investment Group (Singapore) Pte. Ltd., registered in Singapore	ARA	AR A	Taken under section $608(3)(b)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of ARA.	Ordinary stapled securities	510,905,806
ARA Asset Management Limited. registered in Bermuda	ARA	AR A	Taken under section $608(3)(b)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of ARA RE Investment Group (Singapore) Pte. Ltd.	Ordinary stapled securities	510,905,806
ARA Investment (Cayman) Limited. registered in Cayman Islands	ARA	ARA	Taken under section $608(3)(b)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of ARA Asset Management Limited	Ordinary stapled securities	510,905,806
ARA Asset Management Holdings Pte. Ltd., registered in Singapore (ARA Asset Management)	ARA	ARA	Taken under section $608(3)(b)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of ARA Investment (Cayman) Limited, registered in Cayman Islands	Ordinary stapled securities	510,905,806

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
AVICT Dragon Holdings Limited, incorporated in British Virgin Islands	ARA	ARA	Taken under section $608(3)(a)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	Ordinary stapled securities	510,905,806
AVICT Phoenix Holdings Limited, incorporated in China	ARA	AR A	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of AVICT Dragon Holdings Limited.	Ordinary stapled securities	510,905,806
AVIC Trust Co., Ltd, incorporated in China	ARA	ARA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of AVICT Phoenix Holdings Limited	Ordinary stapled securities	510,905,806
Aviation Investment Holdings Co., Ltd., Incorporated in China	ARA	ARA.	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of AVIC Trust Co. Ltd.	Ordinary stapled securities	510,905,806
AVIC Capital Co., Ltd, incorporated in China	ARA	ARA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Aviation Investment Holdings Co. Ltd.	Ordinary stapled securities	510.905.806
Alexandrite Gem Holdings Limited, Incorporated in the British Virgin Islands	ARA	ARA	Taken under section $608(3)(a)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	Ordinary stapled securities	510,905,806
WP Global LLC, registered in the USA	ARA	ARA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Alexandrite Gem Holdings Limited.	Ordinary stapled securities	510,905,806
Warburg Pincus Partners II, LP registered in the USA	ARA	ARA	Taken under section $608(3)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of WP Global LLC.	Ordinary stapled securities	510,905,806
Warburg Pincus Partners GP, LLC registered in the USA	ARA	ARA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Warburg Pincus Partners II, LP	Ordinary stapled securities	510,905,806
Warburg Pincus & Co. registered in the USA	ARA	ARA	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Warburg Pincus Partners GP, LLC	Ordinary stapled securities	510,905,806
Straits Equities Holdings (One) Pte. Ltd., incorporated in Singapore	ARA	ARA	Taken under section $608(3)(a)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having voting power of more than 20% in ARA Asset Management Limited.	Ordinary stapled securities	510,905,806
The Straits Trading Company Limited. incorporated in Singapore	ARA	ARA	Taken under section $608(3)$ of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of Straits Equities Holdings (One) Pte. Ltd.	Ordinary stapled securities	510,905,806
The Cairns Pte. Ltd., incorporated in Singapore	ARA	ARA.	Taken under section 608(3) of the Corporations Act to have a relevant interest in which ARA has a relevant interest, by virtue of having control of The Straits Trading Company Limited.	Ordinary stapled securities	510,905,806

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

$\cdots$ and $\rm{ACN}/\Delta$ Dent $\rm{C}$ $\sim$ $\sim$ $\sim$ . . Name. and applicable) : $\ldots$ . $\ldots$ .	Nature of : association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
ARA	5 Temasek Boulevard #12-01 Suntec Tower Five Singapore (038985)
ARA RE Investment Group (Singapore) Pte. Ltd.	5 Temasek Boulevard #12-01 Suntec Tower Five Singapore (038985)
ARA Asset Management Limited	Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
ARA Investment (Cayman) Limited	c/o Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY11111
ARA Asset Management Holdings Pte. Ltd.	5 Temasek Boulevard #12-01 Suntec Tower Five Singapore (038985)
AVICT Dragon Holdings Limited	Offshore Incorporations Centre, Coastal Building, Wickhams Cay 11, Road Town, Tortola, British Virgin Islands, VG1110
AVICT Phoenix Holdings Limited	405-63, Gongqing City Private Fund Park, Jiu Jiang City, Jiang Xi Province, China
AVIC Trust Co., Ltd	24-25th Floor, AVIC Square, No 1 North Gan Jiang Road, Hong Gu Tan District, Nan Chang City, Jiang Xi Province, China
Aviation Investment Holdings Co., Ltd.	20th floor, No. 10 Yi East San Huan Middle Road, Chaoyang District, Beijing City, China
AVIC Capital Co., Ltd	23rd floor Fortune Tower, No. 111 Friendship Road, Dao Li District, Harbin City, Hei Long Jiang Province, China
Alexandrite Gem Holdings Limited	PO Box 3340, Road Town, Tortola, British Virgin Islands
WP Global LLC	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Warburg Pincus Partners II, LP	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017. USA
Warburg Pincus Partners GP, LLC	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Warburg Pincus & Co.	c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, USA
Straits Equities Holdings (One) Pte. Ltd.	1 Wallich Street #15-01 Guoco Tower Singapore 078881
The Straits Trading Company Limited	1 Wallich Street #15-01 Guoco Tower Singapore 078881
The Cairns Pte. Ltd.	1 Wallich Street #15-01 Guoco Tower Singapore 078881

Signature

print name	Lim Hwee Chiang	capacity Director $\sim$ 10 $\pm$
sign here	لا المار a Constitution of the Constitution of the $\ddot{\phantom{1}}$	date 17/10/2019
	$\sim$ ALC	ALC: YES 1.1.1 ALCOHOL: 11.11 11.15 11.15

DIRECTIONS

• $\Omega$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and inustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group it the mombership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $\circ$ See the definition of "relayant interest" in sections 608 and 671 $B(7)$ of the Corporations Act 2001.
• $\left( 4\right)$ The voting shares of a company constitute one class unless divided into separate classes,
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 190.
• $(6)$ Include details of
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any ${z}$ document setting out the terms of any relevent agreement, and a statement by the person giving full and accurate details of any contract, sebeme or asymperisonit, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(5)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the verting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $\bigcirc$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become crutical in receive is relation to that sequistion. Octable must be included even if the hencit is conditional on the happening or not of a contingency. Details entitled in receive is relation to the substantial must be in person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• $\langle 9 \rangle$ Give details, if appropriate, of the present association and say change in that association aime the last aubstantial holding notico.